Snowy Night gave herself one last look over in the mirror, checking out how she looked in her costume. Her lips pressed tight together in a thin almost-smile as she reached up to adjust the fedora she wore, letting her pink eyes peak out from just under the brim. Her bat wings shifted against her back, moving to get more comfortable while being hidden beneath the trench coat.

Satisfied with her look, the filly grabbed her sunglasses and put them on before leaving her room.

Downstairs, Rarity was waiting. The mare smiled as her horn lit up, taking a hold of the fedora.

"Oh, look at you," Rarity cooed as she brushed a hoof through Snow's (currently wine red) mane. "You look so wonderful as Shadow Spade." She then put the hat back, somehow getting it exactly as it had been before it came off. "Let me just get one picture before you go."

Snowy Night shifted slightly, putting on a polite smile and bracing herself for the flash of the camera. This was one of the things that she had to get used to since being adopted by the unicorn: having her picture taken. Rarity wanted to take a picture of her after any little event or whenever she dressed up. Clothing was one of the other things. If Snow asked, Rarity would make her an outfit for whatever she wanted. Although, there probably were actual, realistic limits to it.

The costume was actually the first thing that Snow had asked Rarity to make. In all honesty, she did not actually know anything about Shadow Spade. When Rarity had offered to make a costume and asked what she wanted, Snow was so surprised, she could not actually think of anything. So when she saw one of the Shadow Spade novels, she just went with that.

Maybe next time she will have an idea for herself.

At least the costume made Rarity happy.

With a small shake of her head, Snowy Night blinked away the twinkling lights that still filled her vision from the camera flash.

"Now, do you remember what I told you?" Rarity asked.

"Stay with the group, listen to Mister Soarin and Miss Apple Bloom, you'll be at the castle if I need you, and no biting anypony."

Rarity's brow furrowed and lips pursed as she looked at the younger pony.

"Well... that last one was not something we discussed... but yes. No biting would be appreciated." Her horn lit up as she grabbed a bag with bat pony on it. "Now, here's your candy bag. Do you have your sunglass case?"

"Yes, Miss Rarity," Snow replied, patting the breast pocket that held the hard clam-shell case.

Rarity's ears drooped slightly as her expression tightened. Before she could once again remind the filly that she did not have to call her "Miss," there was a knock at the door. A small sigh escaped the mare as she went to answer it.

There stood a stallion with three fillies surrounding him.

"Doctor Caballeron?" Rarity asked, raising an eyebrow.

"Well, Greenie wanted to be Daring Do," Soarin said, pointing a wing at the green filly beside him who smiled up from under her explorer helmet. "So I figured 'why not dress up as one of the bad guys?'" He then looked down at himself. "And this was way easier than trying to be Ahuizotl."

Rarity let out a small hum as she let her gaze drift from Soarin to the others. As pointed out, Little Green Smith Apple stood next to him, dressed in an explorer's helmet, shirt, and with one of her wings wrapped up. Behind her, Evening Storm stood at attention, dressed in a miniature version of her mothers' armor. On the other side of Soarin was Soothing Salve, covered in bark with a wooden wolf mask covering her face.

"Hello, Mister Soarin," Snowy Night said as she made her way past Rarity and joined her friends. Soarin gave the filly a small smile as he watched her join the others.

"Hey, Snow. Take it you're all ready to get going?"

"Yes, sir."

"Great." He turned back to Rarity. "We'll see you in the morning."

"Have fun," Rarity called out, giving one last wave as she watched them leave.

"Alright, girls," Soarin said as they headed from the boutique and home. "Who's ready to get some candy?!"

"Yeah!" the four fillies cried out together, practically jumping up and down.

So began the fun of Nightmare Night for Snowy Night and her friends. With the aid of a map (which had a path that was supposedly a collaboration between Pinkie Pie and Princess Twilight Sparkle to create the most efficient route to the places that gave the best candy), the five them started going from one place to another.

"Nightmare Night! What a fright! Give us something sweet to bite!" the four of them would chant together as the doors opened. Most often, they were met by an adult who would smile, give them each some candy, and occasionally comment on their costumes. A couple of them had little scares or such. Nothing full on haunted house, but something like a pony in a costume or fake skeleton would pop out from the shadows to startle them.

One place seemed to have a party going on. There was a lot of music, and grown-up ponies in costumes dancing. The mare that opened the door had an unpleasant smell about her and was leaning against the door frame like she could not stand up straight. When she told them how cute they were, the smell got worse and it was actually kind of hard to understand what she was saying.

Upside, she pretty much just dumped the entire bowl into their bags, so they got lots of candy at one house.

As they finished, Snowy Night looked at her bag, and licked her white lips. She had never gotten so much candy before. Her bag was bulging with the treats and nearly overflowing. It would probably take her the rest of her life to eat it all.

"Mister Soarin?" she asked, holding up her bag. "Are all Nightmare Nights like this?"

Soarin looked down at the overflowing bag and smiled before giving a shake of his head. He then stopped, brow furrowing as he tilted back and forth.

"Well... it seems to be how it is every year in Ponyville," he finally answered. "Different places have different ways of celebrating though." He let out a chuckle. "For instance, when I was growing up in Cloudsdale, it was more like each neighborhood had its own little street carnival. So we didn't get a lot of candy, but there were treats, drinks, games, and a lot of races." He let out a chuckle, shaking his head. "There were always dozens of ponies dressed up as Wonderbolts."

The five of them continued on, making their way to the statue of Nightmare Moon. Colts and fillies were already lined up, dropping off pieces of candy as tribute to her, making sure they will not be eaten instead. This was something that Snow had never done before. It was actually a little exciting, even if she knew it was pointless. Besides, even with giving tribute to the statue, she would still have more candy than she ever gotten at one time.

As the four fillies paid their tribute, a figure in a torn jumpsuit and wearing a hockey mask approached them. Slowly, silently, it moved closer, watching from behind the mask at the unsuspecting foals. A deep sigh escaped the mask, causing the fillies and Soarin to take notice.

"Boo," the mare said as she lifted the mask, grinning at the fillies. "Looks like I'm just in time."

"Babs?" Soarin asked as he looked at the now unmasked mare. "Where's Apple Bloom?"

A small chuckle escaped Babs as she turned, pointing a hoof back toward town.

"Some of the stands got busted up," she explained, "so B's now on emergency repair duty." Turning back, she smiled at the fillies. "Sent me to fill in on the pipsqueak wranglin' for her."

Soarin let out a hum as he gave a nod before turning to the four fillies.

"Okay, so slight change of plans," he said. "But it just means you'll be listening to Babs instead of Bloom while you're out. Is that understood?"

"Yes," Soothing Salve answered.

"Yes, Papa," Little Green said.

"Yes, sir," Evening Storm and Snowy Night said, with Evening giving a salute.

"Alright," Soarin continued. "Pass me your bags, and I'll take them to the tree house for you."

Evening's horn lit up as her magic gripped her bag and pulled it closer. Her lower lip pursed out as her eyes narrowed, looking at the grown up stallion.

"You're not going to steal our candy or anything, are you?"

Soarin let out a laugh before waving a hoof and answering, "No. Your candy is perfectly safe with me. Besides, I'm a grown up, remember? I can buy all the candy I want, whenever I want."

"But you never buy much candy," Little Green pointed out. Her eyes then narrowed. "Unless you do and eat it all before you get home..."

"No, Greenie. I'm not secretly buying candy and eating it all." Reaching out, Soarin poked the filly on the nose. "I said that I can buy all the candy I want, doesn't mean I actually have a desire to."

"Can we have a piece first?" Snow asked.

"I don't see why not."

With a cry of excitement from two of them, the four fillies each dug through their bags to find a piece to munch on. For Snow, it was a strawberry hard-shelled candy with a soft, jelly center. There was something about biting down on that hard crunchy shell and feeling that gooeyness exploding in her mouth that was appealing and satisfying to her.

Once the four of them had finished their pieces, they gave the bags to Soarin, who took them as he flew off toward Sweet Apple Acres, leaving the fillies with Babs.

"A'right," she said as she looked at the four of them. "So, what d'ya fillies want to do first?"

"The spider toss," Evening answered.

"Bobbing for apples," said Salve.

"We should try the pumpkin launchers," Little Green stated.

"I would like to see the haunted maze," said Snow.

Babs's eyes narrowed as she gave a small smirk, looking back and forth between the four.

"Hm, sounds like each a'ya wants to do somethin' different," she said. Straightening up, she puffed out her chest. "Guess that means it's upto me to decide." Her eyes narrowed. "And... Iiiii... thiiink..." She paused, tapping her chin. "We'll go with... the maze!"

Snow smiled as Salve let out a disappointed moan.

"Don't worry," Babs continued. "I'm sure we can do what everpony wants. 'specially if we get movin'. C'mon." She motioned with her head, before turning and walking back toward the center of town. The four fillies quickly fell into step, following after her.

"So, Snow, looks like you've dyed your mane since I last saw you."

"Yes, Miss Babs."

"Mind if I get a look?" Babs asked, slowing down her pace.

Catching up, Snowy Night took off her hat to let Babs get a look at the dyed mane. It was actually Babs that had first dyed her mane after she arrived to Ponyville. She had even given Snow and Rarity some advice on how to do it at home so they would not have to come to the salon every time she wanted to change color.

"Lookin' pretty good there, squirt," Babs said with a smile. "Really getting the hang of it."

"Thank you," Snow said as she put her hat back on.

"Hey, Babs?" Little Green asked. "What was Nightmare Night like for you in Manehattan?"

The question got the large earth mare to turn to the pegasus filly, raising an eyebrow curiously.

"Kinda an odd question, there."

"Snow asked Papa earlier, and it sounded like it was a lot different than here."

"Ah." Babs continued on, thinking a moment before answering. "Well... Never really thought much 'bout it. Guess it was kinda different? Growin' up in the city, we lived in a condo, which is like an apartment building, but you buy the apartment instead of rent it. So instead of going down the street from house to house, we would go down each hall from apartment to apartment. Then there would be a bust of Nightmare Moon in the lobby, and we would actually put pieces of candy in its mouth. There was also stories that if it didn't like the payment, it bite your hoof off."

She turned around and snapped her teeth, causing the fillies to jump and squeal. Green and Snowy's wings snapped open defensively, and Evening's horn lit up. Babs let out a snicker as she turned back.

"Never actually happened though," she continued. "And there weren't any carnivals or fair during, either. Nightmare Night was seen as just somethin' for foals. Even teens were too old to enjoy it." Babs gave the girl a smile and wink. "Gotta say, kind like it here more since it's more for everypony."

The young mare and four fillies made their way toward the center of town, where the carnival had been set up. Despite most ponies getting candy for the night, there were still a few concession stands selling baked goods and drinks. Multiple games had been set up, including the ones that fillies had talked about earlier. On one side of the square was a stage where a small group of ponies were playing classical music. On the opposite side was where they were headed.

The Haunted Maze was a maze made of corn ("a maze of maize," Pinkie would call it: often leading to an "a-maize-ing" number of "corny" puns), with the stalks growing taller than even Princess Celestia. Inside were paths that twisted, turned, and often dead-ended, with all sorts of spooky and scary things hidden along the way. At the entrance was a small stand with flares. That way, if any pony wanted to leave for any reason, they could send up a flare, and some ponies would come to help them out.

"Yous all better grab some," Babs suggested. "That way if we get separated or somethin', you can get help."

Snowy Night took the lead as they entered the maze, with Babs and the others close behind. Snow's ears were perked forward and shifting, trying to pick up every little noise she could. Behind the blue lenses, her eyes scanned around, trying to take in as much as she could.

She may not see all the scares and fun things in the maze, but she was not going to miss anything if she could help it.

Making their way through the maze, the group of five looked at the "terrors" that filled it. Some were the classic well known horrors everypony had seen: such as a pony with its head missing, or one that is made up like a terrifying clown with razor-sharp teeth. Others were new and something rarely seen outside of Ponyville: such as a giant wolf made of wood and a giant bear that was see-through with a big star on its head, both of which roared and moved their paws toward the ponies menacingly. Then there were some that were more strange than scary: such as a display that was supposed to be school detention, and the tap-dancing skeletons. Still, more often than not, the "monsters" were spooky and scary, and some of the things that jumped out got at least a squeal from one of them.

There was also an incident where Babs got startled badly enough to punch the pony that did it. Fortunately, there was no serious harm, and he accepted her apology.

By the time they made it out, most of the fillies were ready to take a little break. Between all the shrieks of terror and bursts of laughter, they were all feeling pretty parched. Not all of them went to get something to drink, though.

Soothing Salve moved away from the others and went over to the tub of apples for bobbing. Removing her timber wolf mask, the earth filly dunked her honey yellow head into the water. A few seconds later, Salve yanked her head back and out of the water, apple between her teeth. Raising her head high and puffing out her chest, she marched back toward the others, displaying the fruity prize.

After the short break, where Salve enjoyed her victory apple and the rest their drinks, they got back to playing. The four fillies made their way to the launchers, wanting to get their turns before they ran out of pumpkins (which was unlikely, but had happened before). The fillies split up into two teams, with Green and Snow on one, and Salve and Storm on the other. With their team, Little Green took the lead. Which in this case, meant that the pegasus did most of the work.

"Ready?" Little Green asked once the pumpkin was loaded.

"Ready," Snow answered.

"Launch!"

The pair activated the catapult, sending the gourd flying through the air.

Clearing the targeting board completely.

Hitting a pony.

And knocking them into the hayride cart.

"WHO HIT ME WITH A PUMPKIN!?"

Without saying a word, the two fillies took off as quickly as they could. Once Little Green got her wing unwrapped and Snow slipped hers through the hidden slits in her jacket, the two of them took to the air, flying as fast as their wings could carry them. Neither of them slowed down until reaching Sweet Apple Acres, and did not stop until they were inside the treehouse with the door shut.

Snowy Night laid sprawled out on the sleeping bag set up for her, wings spread wide around her and panting heavily. Her limbs ached, and lungs burned as she tried to catch her breath. She had never flown so long or so fast in her life.

"My hoodie!" Little Green cheered out, practically prancing toward the article of clothing. She then quickly took off her Daring Do costume, pulling the Wonderbolts hooded sweatshirt on. A small sigh escaped the filly as she zipped up the front.

From her spot on the floor, Snow felt the familiar sense of envy as she watched her friend. It was a feeling she had become quite familiar with before coming to live with Rarity: a feeling she got as she wondered why some other foal got a home, but she did not. Now, she was feeling it while lying on the floor completed exhausted, because her friend was not even badly winded from it.

"You okay, Snow?" Little Green asked, tilting her head and looking down at her friend.

The sight of her friend's concerned face caused the envy Snow felt to quickly be replaced with a sense of guilt.

"I'm fine," Snow answered as she pushed to sit up. "Just never had to run or fly so far before."

"You want something to drink?"

"Yes. Thank you."

While Little Green went to get her a drink, Snowy took off her own costume. Carefully, she folded up her jacket and set it down, then put the hat on top. They were not going to end up in her normal wardrobe, but Rarity had worked hard on them, so she wanted to make sure they got home undamaged. Finally, she took off her sunglasses and set them in the case. Hopefully, whatever they did next would not be too brightly lit for her.

After a drink, some rest, and discovering what turned out to be an old Cutie Mark Crusader cape ("Aunt Bloom and her friends wore 'em when they were tryin' to get their cutie marks," Little Green explained), Evening Storm and Soothing Salve finally managed to catch up and reach the clubhouse, Babs not far behind.

"Well, it looks like you two made it here fine," Babs said with a smile. "I'll let AJ and Soarin know that you're all here." She gave a quick wink. "And I don't think they need to hear about the incident with the pumpkin."

"Thanks," Little Green said.

"No prob, little cuz."

Once Babs left, letting the four fillies have fun together in peace. After Salve and Storm took off their own costumes, the four of them went through the bags, trading candy with each other.

Next, the four of them decided to do a classic of Nightmare Night: tell scary stories! Evening Storm went first, telling the story of a filly that ran away from home, only to be gobbled up by a big monster. Next went Soothing Salve, who told a story about a bunch of stuffed toys that came to life and tried to attack their owner's parents. Then came Little Green's turn, and she shared a story her father told her about a pegasus made of shadows. Finally, it was Snowy Night's turn, and after some thought, she decided to tell a story about a buckball field where ghosts played against zombies.

By the time they finished their stories, it was well past midnight, and the four fillies were feeling tired. One by one, they decided to go to bed, slipping into their sleeping bags and saying good night to each other. The excitement and fun of the day more than compensated for any possible fear they felt from the stories, allowing them to fall asleep quickly.

The last to do so was Snowy Night. Staring up at the ceiling and waiting for sleep to overtake her, she kept thinking about all the stuff she got to do that night. She got to spend time with her friends, go door to door for candy, and saw the haunted maze. She even managed to get into trouble with one them. Well... sort of...

Still, it had been the best Nightmare Night in her life, and one that she would remember for years to come.

Finally, sleep overcame the bat filly, and she dreamed of her and her friends in flying pumpkins, trying to catch cupcakes with bat wings.